Common use of Issuance of Rights Certificates Clause in Contracts

Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person ,in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection

Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board shall determineprior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person ,in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connectionconnection with the transfer of the

Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person ,Person, in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection

Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth Business Day day after the Stock Shares Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board shall determineof Directors prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under first public announcement of the Exchange Act, if upon consummation thereof, such intention of any Person would become an Acquiring Person ,in either instance (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a Qualified Offer tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 20% or more of the then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connectionShares registered

Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth Business Day day after the Stock Acquisition Date (or, or if the tenth Business Day day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), ) or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board shall determineof Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer of the commencement by any Person (other than the Companyan Exempt Person) of, any Subsidiary or of the Companyfirst public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any employee benefit plan Person (other than an Exempt Person), together with its Affiliates and Associates, becoming the Beneficial Owner of 15% or more of either the Voting Power of the then outstanding Common Shares of the Company or (irrespective of whether any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or shares are actually purchased pursuant to the terms of any such planoffer) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person ,in either instance other than pursuant to a Qualified Offer (the earlier of such dates described in clauses (i) and (ii) being herein referred to in this Agreement as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(c)) by the certificates for the Common Stock Shares, registered in the names of the holders of the Common Stock thereof (which certificates for such Common Stock Shares of the Company shall be deemed also to be certificates for Rightssuch Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights Certificates) and not by separate certificates, and (y) the Rights will be transferable only in connectionRights

Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close Close of business Business on the tenth Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, thereof such Person would become be an Acquiring Person ,in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connectionconnection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender

Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth Business Day day after the Stock Shares Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board shall determineof Directors prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer of the commencement by any Person (other than the Company, a Farlxx Affiliate, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under first public announcement of the Exchange Act, if upon consummation thereof, such intention of any Person would become an Acquiring Person ,in either instance (other than the Company, a Farlxx Xxxiliate, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a Qualified Offer tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connectionSeries A

Issuance of Rights Certificates. (aSection. The first sentence of Section 3(a) of the Agreement is hereby amended in its entirety to read as follows: Until the earlier of (i) the close of business on the tenth Business Day twentieth day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day twentieth day (or such later date as may be determined by action of the Board shall determineof Directors prior to such time as any Person becomes an Acquiring Person; provided, however, that no deferral of a Distribution Date by the Board of Directors pursuant to this clause (ii) may be made at any time during the Special Period) after the date that a tender commencement of, or exchange offer by first public announcement of the intent of any Person (other than the Company, Company or any Subsidiary of the Company, its subsidiaries or any employee benefit plan of the Company or of any Subsidiary subsidiary of the Company, Company or any Person or entity organized, appointed or established as trustee by the Company for or such subsidiary pursuant to the terms of any such planplan in such Person's capacity as trustee) is first published or sent or given within the meaning to commence, a tender of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Actexchange offer, if upon consummation thereofthereof such Person, together with all Affiliates and Associates of such Person Person, would become an Acquiring Person ,in either instance be the Beneficial Owner of shares of Common Stock and/or other than pursuant to a Qualified Offer securities representing 25% or more of the Voting Power (the earlier of (i) such days, including any such day which is after the date of this Agreement and (ii) prior to the Record Date, being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock of the Company registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for RightsRight Certificates) and not by separate certificatesRight Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connectionconnection with the transfer of Common Stock. 2.

Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth Business Day day (or such later date as may be determined by action of a majority of the Board of Directors) after the Stock Acquisition Date (or, if the tenth Business Day day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of a majority of the Board shall determineof Directors then in office) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person ,in either instance other than pursuant to a Qualified Offer be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connectionconnection with the transfer of the underlying shares of Common Stock (including a transfer to the Company).